ATHENS, Ga. -Erik Ainge felt like he had all the time in the world, which made it easy to dismantle the nation's stingiest defense.

No. 13 Tennessee became just the second team to put up 50 points on Georgia between the hedges, coming from behind for a stunning 51-33 victory Saturday night that defied the norm in the defensive-minded Southeastern Conference.

The 10th-ranked Bulldogs had certainly relied on defense while trying to sort out a muddled quarterback situation. They were allowing a nation's-best 6.8 points a game - just 34 all season, including a pair of shutouts.

Tennessee (5-1, 1-1 SEC) scored more points than that after halftime, including a 27-point barrage in the final quarter.

"Offensively," coach Phillip Fulmer said, "we are playing on all cylinders now."

All cylinders, indeed.

Ainge threw for two touchdowns and ran for another. Bruising tailback Arian Foster returned from a sprained ankle to score three TDs, each of them with a 1-yard run. The Vols wiped out a 17-point deficit, piled up 383 yards and 27 first downs, going a perfect 6-for-6 scoring TDs each time they drove inside Georgia's 20.

Ainge gave all the credit to his offensive line, which prevented Georgia's feared defensive ends, Quentin Moses and Charles Johnson, from getting close to the quarterback.

"I can't say enough about the offensive line," Ainge said. "I can't say that I ever felt the pressure. Football is easy when you have that much time."

The SEC had three Top 10 teams lose on the day. Georgia (5-1, 2-1) went down to the same fate as No. 2 Auburn, knocked off by Arkansas 27-10, and No. 9 LSU, which lost 23-10 to fifth-ranked Florida.

"In the big picture, this is not as bad as it feels," Thomas Brown said. "Everyone is down and devastated right now, but there's still a lot of football to play. In the SEC, you never know what might happen. We still have a chance to end up in the SEC championship game."

Tennessee put up the second-most points ever by a visiting team at Sanford Stadium. Only Florida, which won 52-17 in 1995 during the height of Steve Spurrier's Fun-n-Gun offense, scored more points on the Bulldogs in Athens.

Ainge was sacked only once - by safety Tra Battle on a blitz. Otherwise, Ainge had plenty of time to throw, and he sure took advantage of it.

Ainge finished 25-of-38 for 268 yards. Robert Meachem had seven receptions for 98 yards, while Bret Smith also caught seven for 94.

"They were blocking 4, 5, even 6 seconds a couple of times," Georgia coach Mark Richt said. "(Ainge) was able to go through his progression and start over again. We didn't pressure at all like we needed to."

The Vols would have been feeling the pressure with another conference loss, after falling to Florida in their SEC opener three weeks ago. They sure looked in trouble when Georgia raced to a 24-7 lead with less than five minutes to go in the first half.

But Ainge put Tennessee ahead to stay in the opening minute of the fourth quarter, hooking up with Meachem on a 15-yard touchdown pass that made it 31-27. After Georgia was stuffed on its next possession, freshman Antonio Wardlow blocked Gordon Ely-Kelso's punt and fell on the ball in the corner of the end zone for another TD.

"After I blocked the ball, I saw it rolling toward the sideline," Wardlow said. "Somehow, it stayed in."

The crowd of more than 92,000 was still recovering when Brown found a seam up the middle and broke off a 99-yard return for a touchdown - Georgia's second return for a TD in the game.

Mikey Henderson had an 86-yard punt return early in the second quarter, his second touchdown on a punt return this season.

It wasn't nearly enough to save Georgia. Foster scored on a 1-yard run with 8:15 remaining and did it again with 2:54 left to make it half a hundred.

Joe Tereshinski started at quarterback for Georgia, his first appearance since going down with a severely sprained ankle in the season opener.

While Tereshinski gave a bit of life to an offense that struggled in his absence with freshmen Matthew Stafford and Joe Cox flip-flopping the quarterback duties, it wasn't nearly enough to overcome the Tennessee onslaught.

Tereshinski threw two interceptions and lost a fumble in the second half.

Georgia was cruising when Brannan Southerland scored the second of his two touchdowns with a leaping catch of an 8-yard pass from Joe T.

But Ainge responded by directing an 11-play, 65-yard that ended with Foster diving over from the 1 with just 50 seconds left in the half to make it 24-14.

Tennessee carried that momentum into the third quarter. On Georgia's second offensive play, Antwan Stewart picked off a tipped pass at the Bulldogs 19 to set up a 1-yard touchdown dive by Ainge.

"Any time you can come to a place like Georgia and win - and win in that fashion - you have a chance to build some momentum," Ainge said.